Outline
- Introduction
- Why Do You Need a Nominee Director in Singapore?
- Nominee Director Eligibility Criteria
- Role and Responsibilities of a Nominee Director
- What a Nominee Director Cannot Do
- Advantages of Appointing a Nominee Director in Singapore
- Types of Nominee Director Services in Singapore
- How to Incorporate a Company with a Nominee Director in Singapore
- Common Misconceptions About Nominee Directors
- Legal Risks of Using a Nominee Director in Singapore
- How to Mitigate Legal Risks
- Why Choosing the Right Nominee Director Service Matters
- Final Thoughts
- Frequently Asked Questions
Introduction
If you’re a foreigner planning to register a company in Singapore, appointing a nominee director is often a mandatory step. According to Singapore’s Accounting and Corporate Regulatory Authority (ACRA), every private limited company must have at least one local director. This individual must be a Singapore Citizen, Permanent Resident (PR), or an EntrePass holder. For foreigners without a local partner, a nominee director in Singapore is the most common solution.
In this article, we’ll explain what a nominee director does, why they’re necessary, how to appoint one, and the legal risks you should be aware of. Whether you’re starting a business in Singapore or managing ongoing compliance, this guide will help you make the right decisions.
What Is a Nominee Director?
A nominee director is someone appointed to fulfill Singapore’s legal requirement for a resident company director. This person does not take part in the business’s daily operations or strategic decision-making. Their role is purely to satisfy ACRA’s local director requirement for foreign-owned companies in Singapore. This is especially important for entrepreneurs who do not reside in Singapore or hold local residency status.
Why Do You Need a Nominee Director in Singapore?
To incorporate a company in Singapore, ACRA requires at least one locally resident director. If you’re a foreign entrepreneur without residency, appointing a nominee director is your only legal route to company registration. Without one, your company cannot be registered under Singapore law. Appointing a nominee director ensures that your business setup process is smooth and compliant with regulatory standards.
Nominee Director Eligibility Criteria
To legally serve as a nominee director in Singapore, the individual must meet specific qualifications. They must be a Singapore Citizen, PR, or EntrePass holder, aged 18 or older. They cannot be an undischarged bankrupt or disqualified under the Companies Act. Importantly, a nominee director must not act as the company’s auditor and cannot be a corporate entity.
Role and Responsibilities of a Nominee Director
Nominee directors in Singapore have no operational control or involvement in financial decisions. Their key responsibility is ensuring the company complies with Singapore regulations, such as filing annual returns and attending Annual General Meetings (AGMs). They also act as a liaison with ACRA and sign compliance documents. This role is administrative and does not include authority over business operations.
What a Nominee Director Cannot Do
Nominee directors are not allowed to manage daily business operations or make financial decisions. They do not sign supplier agreements, handle client matters, or execute payroll. Their involvement is strictly limited to compliance and statutory filings. Any violation of this scope can result in legal complications.
Advantages of Appointing a Nominee Director in Singapore
A nominee director is registered with ACRA to satisfy Singapore’s legal requirement for having at least one locally resident director. This is mandatory for all private limited companies and ensures the business remains compliant with the Companies Act. For foreign-owned companies, a nominee director allows you to incorporate without needing a local shareholder or director upfront.
Beyond compliance, nominee directors help establish a credible local presence. Their involvement signals to banks, clients, and authorities that your company is properly structured and grounded in Singapore. This is particularly useful when opening corporate bank accounts or applying for business licenses, where having a resident director can accelerate approval.
Nominee directors also contribute to your company’s governance framework. While they typically don’t take part in daily operations, they support key compliance tasks like reviewing filings, endorsing resolutions, and liaising with authorities when required. Their presence can help ensure your business maintains proper oversight and follows local best practices from day one.
Types of Nominee Director Services in Singapore
Foreign entrepreneurs can choose between two main nominee director service options in Singapore: Long-Term Nominee Director (LTND) and Short-Term Nominee Director (STND). Each serves different business needs depending on relocation plans and compliance timelines.
| Feature | Short-Term Nominee Director (STND) | Long-Term Nominee Director (LTND) |
|---|---|---|
| Duration | 2 to 6 months | 12 months or more |
| Best For | Entrepreneurs relocating soon or awaiting EP approval | Foreigners managing the business remotely or staying overseas |
| Purpose | Temporary support for company incorporation | Continuous compliance and regulatory oversight |
| Tax Implication | Suitable for future residents or relocating founders | Avoids creating a personal tax presence in Singapore |
| Compliance Support | Minimal; mainly for initial filing and setup | Ongoing compliance assistance and annual filing coordination |
| Cost | More affordable, short-term fees | Higher annual fee but includes continued statutory supervision |
How to Choose
Select an LTND if you require long-term flexibility and full compliance oversight. Opt for an STND if you need short-term statutory support during incorporation and plan to appoint your own director soon after. Both options help ensure your company meets Singapore’s regulatory requirements from day one.
How to Incorporate a Company with a Nominee Director in Singapore
Incorporating your company with a nominee director is a simple process. Here’s how it works:
Step 1: Sign a Nominee Director Agreement
Before appointing a nominee director, sign a legally binding agreement outlining:
- Their responsibilities and limitations
- The duration of their appointment
- A clause ensuring they do not interfere with business operations
Step 2: Submit Business Incorporation Documents
To register a company in Singapore, you must provide:
- Passport copy of all foreign directors and shareholders
- Proof of residential address (e.g., utility bill or bank statement)
- Proposed company name and business activities
- Shareholding structure and company constitution
Step 3: Pay Service Fees & Register with ACRA
After signing the agreement and submitting documents, you will:
- Pay nominee director service fees
- Submit an application through ACRA’s BizFile+
- Receive approval within 24 to 48 hours if all documents are in order
Common Misconceptions About Nominee Directors
Myth 1: Nominee Directors Control the Business
Fact: They have no say in operations, finances, or contracts.
Myth 2: Nominee Directors Are Optional
Fact: If you’re a foreigner without a local director, a nominee is legally required to incorporate in Singapore.
Myth 3: They Can Make Strategic Decisions
Fact: Their authority is limited by a legal agreement and Singapore law.
Myth 4: They’re Fully Liable for the Company
Fact: As long as they act in good faith and within legal bounds, they are not liable for company debts.
Legal Risks of Using a Nominee Director in Singapore
Despite being a non-operational figure, a nominee director can be held accountable for regulatory breaches. If the company fails to file annual returns or engages in illegal activity, the nominee director may face fines or disqualification. Reputable nominee directors in Singapore conduct due diligence before accepting appointments to protect themselves and ensure your company is compliant.
How to Mitigate Legal Risks
To protect your nominee director and your business, always sign a clear Nominee Director Agreement that outlines limitations. Include an Indemnity Clause to shield the nominee from business-related liabilities. Choose a service provider with strong regulatory experience and a proven track record in Singapore. Finally, ensure your company files taxes on time, maintains proper records, and avoids suspicious activity.
Why Choosing the Right Nominee Director Service Matters
In Singapore, appointing a nominee director is not just a formality—it’s a strategic compliance move. The wrong choice could lead to penalties, reputational damage, or even disqualification. Choose a corporate service provider in Singapore that offers compliance-focused nominee director services with proper legal safeguards and transparent service agreements.
Final Thoughts
A nominee director is essential for foreigners looking to start a company in Singapore. They help fulfill legal obligations while ensuring your business remains ACRA-compliant. By selecting a trusted nominee director service in Singapore and clearly defining their responsibilities, you protect your business and maintain control. For any foreign entrepreneur serious about setting up in Singapore, a nominee director is your first compliance milestone.
Frequently Asked Questions
In Singapore, there are two primary reasons why appointing a nominee director is essential:
- Short-term necessity during Employment Pass (EP) application: When applying for an EP in Singapore, having a local nominee director can be crucial for meeting regulatory requirements.
- Long-term operational needs for offshore company management: If you’re considering remote operation of an offshore company in Singapore, a nominee director may be necessary for compliance and administrative purposes.
If you’re in the process of obtaining an EP, our handbook can guide you through the essential steps for success. Additionally, for those planning long-term usage of a nominee director, we’ll delve into the pros and cons to help you make informed decisions.
Yes. A foreigner can be a director for a company in Singapore. This can be done by setting up a registered company in Singapore through a company registration service provider.
So If you are a foreigner planning to set up company in Singapore and want become director of the company, here’s what you should need to know:
- You must have at least one local director.
You can hire a local nominee director for 2 months and then once your company is incorporated, you can transfer the full ownership to you. In other words, you become a director in 2 months after your company is incorporated.
- You must have at least one local secretary
Next, In order for your company registration to be successful, you must appoint one local secretary who knows about the industry and all the filings requirements of your company.
This is where service providers can be useful because there are services like 2 months short term nominee director services as well as long term nominee director services. Moreover, they also provide professional corporate secretary services from business registration all the way to applying for a work visa so you won’t need to worry about setting up a company and can just focus on achieving your company goals.
No, a nominee director cannot be a foreigner. This is because a nominee director is appointed to fulfill the requirement of at least one local director of a Singapore company, thus, no foreigner is allowed.
Yes, you can resign the nominee director at any time once you have obtained your Employment Pass or / you have identified another person who can satisfy the local director’s requirement.
A nominee director is not granted the same powers and privileges as those granted to a conventional director. A nominee director is only the director of the company in a name. Therefore, the nominee director’s position within the company ought to be limited.
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